This site uses cookies to provide you with a more responsive and personalised service. By using this site you agree to our use of cookies. Please read our cookie notice (http://www2.deloitte.com/ca/en/legal/cookies.html) for more information on the cookies we use and how to delete or block them.

The full functionality of our site is not supported on your browser version, or you may have 'compatibility mode' selected. Please turn off compatibility mode, upgrade your browser to at least Internet Explorer 9, or try using another browser such as Google Chrome or Mozilla Firefox.

All issuers must use the new report for distributions that occur on or after June 30, 2016. A transition period is available for investment fund issuers that file reports annually.

Last updated:

April 2016

Overview

On April 7, 2016, the Canadian Securities Administrators (CSA) published amendments to National Instrument 45-106 Prospectus Exemptions (NI 45-106) and its companion policy to introduce a new harmonized report of exempt distribution. The new report will apply to all issuers that distribute securities under certain prospectus exemptions. It will require additional disclosure about the issuer and its insiders, securities distributed, prospectus exemptions relied on and persons compensated for the distribution.

Issuers will not be required to provide certain information in the new report where this data can be gathered through other available sources, such as the System for Electronic Document Analysis and Retrieval (SEDAR) and the National Registration Database (NRD). The new report also includes carve-outs from a number of information requirements for certain issuers, including investment fund issuers, reporting issuers and foreign public issuers.

The CSA published its proposed amendments to NI 45-106 and the new report for a 60-day comment period, which expired on October 13, 2015. The CSA received 19 written submissions, which the CSA took into consideration in finalizing the new report.

Provided all necessary Ministerial approvals are obtained, all issuers must use the new report for distributions that occur on or after June 30, 2016. A transition period is available for investment fund issuers that file reports annually. The new report must be filed electronically in all CSA jurisdictions as paper submissions will no longer be accepted, except from foreign issuers in certain cases.

Recent activities

April 2016

On April 7, 2016, the CSA published amendments to National Instrument 45-106 Prospectus Exemptions (NI 45-106) and its companion policy to introduce a new harmonized report of exempt distribution.

August 2015

On August 13, 2015, the CSA published for comment proposed amendments to National Instrument 45-106 that would introduce a new harmonized report of exempt distribution.